Don't Panic
by Marshie12
Summary: Emma is a second year surgical intern with ER scars to last a lifetime, a neurosurgeon that won't stop pushing her, and perhaps a cute new doctor in plastics that keeps catching her eye. Emma meets Grey's Anatomy. Kind of.
1. Prologue

**Don't Panic**

_Prologue_

Emma Woodhouse trudged slowly up the nine billion stairs to her apartment. At times like these, after she'd worked a forty-eight hour shift, she wished she'd not been too lazy to find an apartment with an elevator.

At the time of her apartment hunt it had seemed perfectly reasonable to assume that there wouldn't be much need of an amazing apartment, or the perfect place to live, because she was much too busy finding the perfect place to work; the hospital of her dreams. So she'd just picked… Anything with a bed to sleep in while she wasn't at the hospital.

But wandering home after a long week, with bloody corpses and failing synapses, she wished she had an actual home with actual living contacts. A hospitable environment that she could call home to more than just her clothes, but maybe her life too.

She already had one home filled with death and despair, she didn't need to leave that one and come home to another.

As much as she hated to admit it she had to, for once, agree with her best friend Mary; she needed a man to come home to.

Or possibly a dog.

It really depended on which she found could take better care of itself in her absence and whine less at her long hours.

It wasn't like Mary didn't have the perfect life though. How could she understand any of the problems Emma was going through? She had an amazing boyfriend that not only understood the hectic lifestyle that their job demanded but he worked it too. She was the top intern of their year and with a boyfriend higher up in the food chain of the hospital hierarchy, and therefore commonly got chosen for some of the most complex heart surgeries; basically the type of surgeries that Dr. Bide, her resident, even regarded with envy.

Lucky her.

Mary had an apartment (which she shared with Dr. Drake, a.k.a. Dr Amazing), the surgical future Emma dreamed of, and even managed time with real live people that weren't patients.

Emma had stairs.

She was an amazing surgeon though. Second generation. Her father was _the_ Dr. Woodhouse. Yes, _that _Dr. Woodhouse who not only developed the reigning surgery to aid in the reconstruction of collapsed ventricles but was also named Chief of Surgery at the most prestigious hospital in the Northwest (ironically enough named Northwestern Hospital).

Yes Emma worked there, but don't label her a daddy's girl.

She'd earned her name in the world of medicine by graduating in the top five of her class at Mayo and even though she was a lowly second year intern she wasn't the worst doctor in the place, so that's at least something.

So she was no Mary. She had no Dr. Amazing but merely the grumbling likeness of Dr. Carter Knight to push her through her neurosurgery specialty and hopefully to the top of the profession. Or at least right behind him because technically he was at the top and made sure the entire hospital knew it. She had no amazing apartment with Dr. Amazing waiting for her and was actually just thinking about taking a little nap on that ridiculously everlasting flight of stairs. There were just too many of them for her to expect to climb them all.

But she'd reach the top eventually.

And you know what? Mary was wrong. It's not like she even _wanted_ a boyfriend.

She'd always been quite fond of Labradors.

* * *

_I know I should be working on my other story but this was lodged in my brain and I just wanted to start a few chapters to see if I'm at all up to the challenge of an Emma based story._

_So am I? _

_Can I have a little fun with you guys or shall I just go back to "Tell It"?_

_How 'bout you tell me what you think then I'll update this as well as "Tell It Like It Is"!_

_oooh. I like that._

_(By the way Knightley's a bit different in this... much more Dr McDreamy)_


	2. Nightmares

_Hello again. I've been typing up a storm today. New chapter on both of my stories! Holla!_

_Ok. Read now._**

* * *

**

**Don't Panic**

_Nightmares_

Emma Woodhouse tried not to panic.

She closed her eyes, counted to five, breathed in and out, and then opened them again.

Unfortunately this didn't help, and she was still panicking.

She had blood splashed down the entire front side of her scrubs and, even though she couldn't see the rear, she knew that there were flecks of blood across her back from where her feet had flung up bits of blood.

The room was a blur. Around her people rushed about pushing squeaking gurneys that carried manic patients and, even though she tried with all her might, she couldn't seem to get even an ounce of her wits about her. The cries of a screaming boy with a dislocated shoulder pierced her eardrums. A silent, comatose patient lay ignorant in the corner while her face swelled and her eyes were no longer distinguishable. The horrible retching of a pregnant woman that commonly spit up blood caused her to shudder and realize where all the blood was from.

This couldn't be happening. The atrocities before her had to be a fabrication.

Once again she opened her eyes to a distant dinging noise as the doors in the elevator swung open. She stepped from the confining box, with a stack of her most recent patients' charts under one arm and a smoking coffee in her other hand.

"You look as if you've seen a ghost."

She looked up calmly from the floor, that she swears only a second before was covered in blood, and distantly recognized her resident standing before her and looking slightly worried. Then she remembered that _Dr. Bide_ was her resident, and no look of worry would ever cross that woman's face. In her mind she now only saw the rigid exterior she'd grown accustomed to.

"I'm fine." Emma gave a tight-lipped smile.

Dr. Bide looked slightly alarmed. "Good," she wiped her face of emotion again and replaced her trace of worry with a look that instead said, "I don't remember caring." She looked her up and down. "You better be fine. You're on Neuro with Dr. Knight."

Emma nodded once and Bide shuffled off with an air of impatience that covered her slight worry. Emma's face was pale and Mary, her best friend, noticed her hand shake as she tried to take a sip of her coffee. "You okay there Em?" she asked touching her shaking hand slowly to calm her jitters.

Emma suddenly felt the rest of the world reappear around her. When had Mary shown up? Were those nurses and doctors rushing around her before? She could have sworn she'd been alone with Bide but two seconds ago.

"I'm with Carter today," she muttered, trying to attempt a smile.

"Are you sure you're up for that?" Mary asked, looking ostentatiously worried. "You seem a bit off, and you know how tough Dr. Knight can be."

"I'll take Neuro for her," George said as he wandered over to them with his face shoved into the top file in his stack. "I'm stuck on ICU. I'll do anything to-" He looked up only for an instant, but before he could drop his eyes back to his work he realized what he'd seen. "Damn Emma, are you okay?"

Emma rolled her eyes and set down her shaking cup of coffee on the nurses' station. "I'm _fine_," she hissed. "And I don't need anyone to take my place anywhere. I'm just tired," she added and rubbed her eyes as she saw another flash of festering flesh. What was wrong with her today?

"Are you sure about that?" Allen asked from where he had been standing only moments before flirting with the newest nurse. "Because I'd be glad to take it for you."

"Allen! Must you be such a prick?" Mary growled turning back to Emma. "She said she's fine, so she's obviously fine."

"Really? Are you sure Emma? 'Cause you look like you've seen a ghost," George asked, his brow creased with concerned worry.

Emma picked back up her coffee and handed Mary her patient files. "You're the second person to say that George," she hissed as she turned back toward the elevator to find Knight and tried not to slip on the floor laden with blood.

* * *

"Dr. Knight," Emma finally accosted him as he was exiting the bathroom.

"Geeze Emma. Late night?" he asked looking at her pale face and sloppy hair. She'd never been too composed but she suddenly seemed panicked rather than only her customary level of being flustered.

Emma scowled. "It's the damn stairs in my apartment. I ended up sleeping on the third floor landing because there's so damn many of them."

Carter shoved a patient chart into her hands as they walked down the white hall. "That's great Emma. You should try taking the elevator."

Emma glared and puffed out her cheeks. "I know you don't think very highly of me _Doctor_, but I'm not an idiot."

"Great," he replied smiling falsely as he once again led her to the elevator and back to the floor she'd just left, "then find an apartment with an elevator, and someone who cares." He grabbed the chart she'd been skimming right from her hands as the elevator binged open.

"You really don't have to go around being an egomaniacal prick all the time Carter. We all get that you're a pessimist. No need to prove it to the world," she replied evenly, some of her color starting to return to her face, as she hesitated to follow Carter into the elevator.

Carter didn't even look up from the chart. "And we all get that you're the little princess of this hospital, but that doesn't mean we like to put up with your incessant ramblings, _Dr_. Woodhouse."

"Oh shut it Carter. Must you always be such an ass in the mornings? I really don't need this today," she practically growled as she finally entered the elevator and attempted to relax herself as the doors slid closed around the two of them. She couldn't stand that he chose that exact moment to stop their banter and, to keep the walls from closing in around her, she had to break the silence. "Do you think I should get a dog?" She couldn't help it. It was the first thing that popped into her head.

He finally looked up from his chart. "Are you some sort of freak?"

She flicked him of the arm, just under where the sleeve on his scrubs stopped. "I'm serious. Can you see me as a dog person?"

"No. You'll probably kill it," he replied then went right back to studying his chart.

"I'm a doctor, Carter. I don't kill things. I save them."

He kept his face in the chart again. "Technically, _I _save them. You mostly just observe."

"Oh. Ha. Ha. Dr. High-and-mighty. 'You're so great and I'm just a lowly intern,' like I haven't heard that one before." She was glaring at him, but he was so consumed with the details of his patient that he didn't notice. She hated that he could ignore her so easily and occupy himself with something else. "I wouldn't kill the dog, by the way. Mary said I needed a boyfriend or a dog. If anything it seems less likely I'd kill the dog."

"You don't need a boyfriend," he muttered distractedly. "And a dog would chew up your shoes."

"I could get a shelf," she replied then faced the doors as they finally reopened. "Maybe I do need a boyfriend," she continued to mutter as they both took off briskly down the hall. Doctors are very good at two things: walking fast and talking fast. "Have you seen how happy Mary and Dr. Drake are?"

"Oh great. Me you call Carter, but that quack gets to be 'Dr. Drake'," he muttered although she chose to ignore him.

"It's entirely fault, though," she continued as if she were talking to no one. Although in no one's defense they'd make a more willing audience than Carter. "I set them up. I ensured their happiness and thereby my own jealousy."

"Emma must you be so vain this early in the morning?" He asked as he stopped outside a room and put his available hand on the doorknob, while finally pulling himself from the enthralling literature that is a medical chart. "We _do_ have patients to meet."

"What? You're the doctor," she muttered as he opened the door and they entered, "I just get to observe," she added under her breath so only he could hear.

He quickly smiled and faced his patient. "Hello Taylor," he grinned at a girl that couldn't have been more than eighteen who was flipping through a colorful magazine that seemed to clash so horribly with the harsh white of the room.

"Dr. Knight!" She was obviously excited by his presence, and he shot Emma a pointed look at her reaction as well as the use of his proper label. Emma attributed both of this girl's mistakes due to the fact that she's stuck in her bed and obviously had limited social interaction.

He finally handed Emma back the girl's chart and wandered over to check her BP and heart rate. Emma skimmed through the chart, taking in the mundane details first then slowly progressing. Taylor Blythe. Nineteen years old. Anemic. Common nosebleeds. Sporadic seizures. Vision loss. Chemo. Second Operation.

Her first thoughts were of Leukemia until Carter quickly finished with her monitor and grabbed her chart again from Emma. "Taylor this is Dr. Woodhouse, she'll be my intern on your case," he muttered distractedly as he scribbled his numbers onto her chart and Emma realized that the girl was examining her quite closely. As a person who made it her job to express regret, remorse, and pain in a single glance she didn't like the way this girl could reflect all that too as she stared at Emma.

Emma quickly found an excuse to break contact with the girl as Carter flicked on the small lit board and the MRI scans lit up. Emma's eyes bugged as she stared at the scan and she suddenly understood the look the girl had shot her way.

"The good news," Carter said as he flicked the board back off and pulled the scan down, "is that it's not getting any worse."

* * *

Emma pushed her plate away from her and George quickly snatched up her bacon. She shot him a look in reply.

"What? You pushed it away. That clearly means you were done," he said defensively as he tried not to crack under her solid glare.

"Don't hurt him Em," Mary said clearly as she took a sip of her orange juice and smiled at George. "Don't worry Georgie. As surgeons, it's completely unethical for us to murder."

"And yet we still take cases and give them a false hope of survival," Emma added morosely as she handed George her plate so he could pick off whatever he wanted.

"Trouble with Knight?" Mary asked eyeing her as George viciously attacked her toast.

Emma shrugged. "Does he only request me to work on the hopeless ones? This poor girl's a goner."

"Don't say that Em. As surgeons we have to try everything in our abilities and miracles _do_ happen you know," George replied optimistically as he sliced into her pancakes.

"George you should see this girl's tumor. It's a lemon the size of my fist," she said holding up her fist to illustrate her point. "And there's stupid Carter-"

"Dr. Knight," Mary corrected.

"There's Carter," Emma repeated, ignoring Mary, "telling her about her surgery options. If this girl didn't lose her entire brain in surgery, she'd probably lose her entire ability to function."

Mary shrugged. "Sometimes you just have to take a hopeless situation and give a little hope."

"False hope should be a crime," Emma stated clearly as she chugged down her coffee. "This case is going to screw my nerves. I just met the girl and already I'm losing my appetite."

Mary smiled and watched as George poured syrup onto her pancakes. "George is mourning your loss."

Emma laughed at him as he practically choked on her food. "Slow down there Georgie."

George quickly swallowed and tried to wipe the syrup from his mouth. "Emma things could be worse. At least yours still have a heartbeat. Mine are dead by the time I get to the room."

"ICU George. You get to be the Grim Reaper for a day." Emma smiled sadly at him. George always took his deaths to heart. After over an entire year of this, he still hadn't leaned to cope.

"I'm on the most amazing case," Mary quipped in smiling. "Drake and I have this forty-year-old man whose heart is basically shot. We're rebuilding the entire left ventricle."

"Oh another great feat for Dr. Amazing and his trusty sidekick!" George boomed off in his best announcer voice as Emma protested, "That's not even possible!"

As Mary smiled at their indignation Allen dropped his breakfast tray into the space beside Emma. "What did I ever do to piss off Bide?" he asked heavily as he glared at his own food.

Mary smiled. "Sutures?"

Allen nodded.

"Karma's a bitch," Emma sang. "You are an ass hole to the entire world and now you get to pay for it."

"Shut up Emma. I hope you kill someone in surgery," he shot back. "Why do I even sit with you people?"

"Because we're the only people that don't loathe your entire being?" asked George.

"Speak for yourself," Emma sang again.

Mary quickly tried to change the subject. "Did you guys hear that Dr. Side's returning from her lectures?"

"Finally!" Allen shouted excitedly. "Now maybe I can boink her and get half of the preferential treatment you two get," he growled, nodding his head in Mary and Emma's directions.

"Puh-lease," Emma spat. "She'd only sleep with you if she were blind."

"I heard," George said, excited that for once he could contribute to the gossip, "that we're getting a new guy in plastics."

"There you go Allen. Maybe he'll 'boink' you," Emma added smiling at him.

"Shut it daddy's girl," he growled.

"Must you two be such animals to each other?" Mary asked beginning to become fed up with their hatred for each other.

Emma and Allen both suddenly laughed. No one else had any clue what was so funny.

"A new guy in plastics huh?" Emma asked George with a renewed interest.

"He's supposed to be the best," George added as he polished off the pancakes, "some big guy in L.A., who works with movie stars and everything."

"If he works with movie stars then what the hell is he coming to Minnesota for? Not much silicone in this pit," Allen grumbled as he spooned his own pudding.

George shrugged. "Maybe he wants to expand the perception of breast implants, one boob job at a time?"

"They do more than breast implants you know," Emma added as she laid her head on the table to close her eyes for just a moment.

"Fist a dog, now breast implants Emma?" Carter asked as he towered over where she had laid her head against the table. "I'm sensing some discontent with your life."

"What do you want Carter?" she asked not bothering to lift her head from the table.

"For you to start calling me Dr. Knight," he replied solidly as he slammed Taylor Blythe's chart down right by her head and she quickly shot up. "Get up. We have to discuss our patient."

"_Your_ patient," she corrected as she slowly pulled herself from her seat and rolled her eyes at the rest of her table. "I merely get to observe you in all your greatness," she added as she followed him to his seat across the cafeteria.

"Too true," he replied smirking as he fell into his own seat at an identical table to the one she'd left and began spooning his soup. "What do you think about Taylor's operation then?"

"How quickly you can change the topic," she muttered under her breath then resurfaced. "I say if it were metastasic you wouldn't have much choice, but it doesn't look like it's growing, and the thing _could be_ malignant, so I don't see the risk in surgery."

Carter smiled sadly. "I knew you'd say that. You're very predictable."

"Shut up Carter. You really shouldn't be putting the thought that she can have this surgery and be all right into this girl's head," she added sternly as she glared at him.

He leaned back in his chair. "Don't you think she's a bit young to not give this a shot?"

Emma rolled her eyes. "You can't be a pessimistic optimist Carter. If you want to debulk a tumor that large, there is serious danger-"

"I know the danger Emma, and I'm not doing the surgery while it's not growing." He leaned forward and stared her straight into the eye. "But as soon as I see that thing grow even a nanometer, I'm recommending surgery."

Emma cast her eyes away; she couldn't look at him anymore. "You're senior. You get to choose."

It got quiet really fast. Emma could never stand the silence between her and Carter. Every time it overcame them she'd feel the need to suppress it, like if she stopped for even a second something completely different might boil over. "I'm thinking about getting a roommate."

Carter looked up from his food. "Why? You can afford your own place."

Emma put her elbow on the table and rested her chin in her hand. "I know I can. I'm just tired of coming home to an empty apartment. I'd like to know that if I fall asleep on the stairs again that someone will be there to worry about me."

"Roommates don't worry, they just create more problems," Carter replied monotonously.

"Do you have a roommate Carter?"

"No, and with good reason."

Emma sighed and shook her head as if he were the most pathetic creature she'd ever seen. "Maybe I should just get a new place. Something smaller and with an elevator so if I fall asleep someone will at least find me eventually."

Carted grunted in acknowledgement at her predicament. "Why did you ever move into a building without an elevator in the first place?"

She avoided the topic and tried to suppress the panic that arose when she thought of someone uncovering her fear. "Maybe I should make a new friend."

"Then you can ask her to move in with you," Carter replied then took a sip of his soda.

"Oh god no. We're past the roommate thing now Carter. I could never live with anyone." She pulled her other elbow onto the table and propped her head on that one to give the first arm a break. "I just need someone to play with now that Mary is all happy and crap."

"Messing up people's lives again Emma?" he asked not looking up at her.

"Not 'messing'," she amended as she finally stood from the table to get one last cup of coffee. "_Saving_ is closer."

* * *

"Emma I need someone with Drake for an appendectomy," Bide practically shouted across the hospital as Emma tried to rest on an abandoned gurney she hadn't even thought to see if belonged to anyone before she took a little nap on it.

She quickly jumped and practically fell off the narrow bed that she now considered as a hazard. "An appendicitis? Can't a first year do it?" She hadn't meant for that to come out quite so whiney.

Bide pierced her lips and her eyes lit up. "You better get your skinny little ass into that O.R. before I make sure you're on clinic for an entire month," she spat and Emma practically sprinted down the hall.

* * *

Emma chugged her third cup of coffee in the last five minutes. An appendectomy at this stage in her career was almost an insult. She wanted to scrub in on slightly more complex valve replacements, not the kind of surgeries they'd been performing since their first week. She was grumbling her way down the hall when she bumped, quite literally, into Carter. "Flargen harvenjam," she grumbled as she picked up the paperwork that would take her over three days to complete.

"It's true then. You really have gone insane," Carter stated as he shoved her papers back to her hand. "Word is you tried to sass Bide. You got a death wish?"

Emma sighed angrily and grabbed her papers. "She'd just woken me up. I haven't slept in 65 hours and I get off in twenty-minutes only to be greeted by an everlasting flight of stairs and a depressingly, dog-less apartment," she growled in return. "Don't mess with me right now Carter."

"So it's true then," he continued as if she hadn't just had a mental smack-down with him. "You finally have lost your mind."

Emma put both her hands on her hips and looked solidly at him. "It's quite possible that I have." She softened then and considered her options. "Carter have you ever had visions?"

Carter squinted his eyes and looked at her awkwardly. "The answer is no. No, I will not operate on your brain tumor."

Emma grunted in her own form of an "as if!" and hit him on the arm. "I'm not kidding. I think I'm having some sort of break down. I keep seeing all these horrible people that just look so… well horrible."

"They're called patients, Em."

She smacked him again. "They're not real, you moron. I mean like in my head, I'm seeing like rivers of blood and all that freaky Twilight Zone crap."

"Like premonitions?" he asked making the horrible theme noise from the show and clearly mocking her.

She hit him once more.

"Relax Em. You're just tired is all," he replied evenly then started writing in the chart he had perched on the counter.

"And now I get to have another great night's sleep on the comfort of my stairs," she sighed.

Carter shoved his hand into the pocket of his scrubs and pulled out a set of keys then placed them on the counter.

"Are you taunting me?" she asked.

He laughed and put the keys into her hands after he slid his car keys from the chain. "I'm offering. I'm on all night so I feel bad leaving my poor house alone all night."

"Really?" she asked smiling happily and taking the keys. "So this is only out of worry for your house and not the fact that you're the best friend ever?"

Carter rolled his eyes and shoved his car keys back into his pocket. "We're not that good of friends Emma."

"Really? Are you sure?" she asked smiling at him as if her were an angel. "Because I'm pretty sure I love you right now."

"Oh you love me do you?"

"No." She smiled even wider as she signed the bottom of her last chart and handed it to the nurse. "I think I'm just in love with your gorgeous, one story house!"

"I have the morning off so don't trash the place!" he shouted down the hall as she exited toward the elevators, with her coffee in hand, and she whirled her hand over her shoulder to show she'd understood.

* * *

"Carter you're worse than me and my stairs," Emma muttered the next morning as she shook Carter awake from where he lay with his head pressed against his cold counter top in the kitchen.

He shot up and blinked at her. "Why are you in my kitchen?" he asked groggily as he blinked at her.

"You let me sleep here you moron," she hissed as she began rummaging through his fridge for some sort of edible food. She found fruit and figured that was good enough.

"You're eating again?" he asked as he rubbed his eyes and grabbed the bowl of fruit from her.

She shrugged. "Either you were right and I just needed sleep, or I'm just that hungry, either way I was completely nightmare free."

He picked out the last piece of pineapple and she scowled at him. "Grrreat. Glad I could help."

"Oh don't be all sleepy. Its noon and you've been sleeping for over six hours on that counter."

"It's noon? What time did you go to bed?"

"Home at about eleven-ish. So Eleven-thirty?" she asked squeezing her eyes to help her remember.

"Oh god you called it home. I'm stuck with you now aren't I?" he groaned as he laid his head back against the counter.

"Please Carter?" she begged. "It's way too big for you. You have two extra rooms and I need a new place!"

"Emma isn't it enough that we work together?" he replied with his voice muffled against the counter.

"But I slept for twelve hours here! I haven't done that since college, Carter. This place is so good for me. Not at all quiet," she muttered, pleading for that cute little bedroom with windows and no stairs.

Carter suddenly sat up with an evil grin on his face. "You can move in-" She screamed in excitement. "Wait! You can move in if, and only if, you promise to call me Dr. Knight when we're at the hospital."

His evil grin grew as her face fell. Show Carter respect? Was that something she could do?

* * *

With Carter- ahem, Dr. Knight- by her side as she boarded the elevator at the hospital, Emma no longer saw the bloody corpse of the recently departed. She couldn't picture the deafening crack of a hip being popped back into socket. There were no more pregnant ladies seizing in the middle of the waiting room floor. She didn't close her eyes in panic.

But she couldn't help that she tensed up as the elevator doors trapped her in a confined space.

* * *

"Everyone," she was greeted by the booming voice of her father as she joined the crowd of doctors and nurses around where he'd stood on a stair to address them. He pointed to the man behind him, with sexy, unkempt stubble and tousled hair, while the man stepped forward. "I'd like to introduce your new colleague and the new head of plastics, Dr. Jeremy Frank."

Emma couldn't help it when the guy's confident smirk made her knees collapse.

* * *

_Hello friends. There wasn't supposed to be a George. Everyone just kept asking for him so I put him in and couldn't even think up a great name for him. So I kept it. He wouldn't be George under any other name. Allen though is my sad version of Alex. People like him more than it seems. Emma gets along well with him, that's just their way of being friends._

_Carter is my favorite name ever since E.R. and slthough I wouldn't stoop to stealing the name from E.R. I did have to give him it as a first name. I really love Dr. Carter in the old episodes. _

_And Finally is Frank. I switched that one to a last name. I though it was more this century because Frank isn't a very common name any more. Emma and Frank shall interact. Yes he is kind of like Sloan but um... ok he's a lot like Sloan. Carter Derrick. _

_I'm kind of abcessed with Grey's. Don't judge me for this. Review because you are too. (that kinda rhymes)_


	3. Happy Endings

**

* * *

**

Don't Panic

_Happy Endings_

Emma crushed her lettuce on her plate and jabbed at it with her fork.

"What's with all the anger?" Mary asked as she dropped her plate laden with two sandwiches, a salad, and two pudding cups onto their table with a forlorn expression.

"Not angry." Emma stabbed another piece of lettuce. "Just slightly frustrated."

"What about?" Mary asked as she unwrapped her first sandwich.

Emma shrugged. "Has Carter been a pain in my ass since day one?"

Marry took a large bite and tried to swallow before she responded. "Yep," she said as she choked down her bite. "And only even more so when he found you were the Chief's daughter."

Emma growled and pushed her empty plate away from her. "Have you been slipping me drugs lately?"

Mary shook her head. "No. Why?"

"I got a new place to live."

"That's good," Mary took another bite. "Does it have an elevator?"

Emma shook her head. "No, worse. It has a Carter."

Mary practically spit out her ham sandwich then she gulped down water to clear her breathing passage. "You're going to live with Carter?"

Emma sighed and her shoulders slumped. "Yeah," she breathed softly and ground her palms into her eye sockets. "I think I'm going insane."

"I think you are too," Mary agreed as she shook her head sadly. "What on earth would possess you to move in with an attendee?"

Emma looked back up at Mary, who was surrounded by various foods, and scowled. "Like you're one to talk. You live with Drake."

Mary shook her head calmly. "That's different. I'm dating Drake… you and Carter can't… you aren't… Are you?"

"Oh gross!" Emma stood quickly and her chair fell down behind her. She tried to ignore the eyes of the other doctors and patients as they turned upon the two girls to observe the commotion. "Did you just imply that I'm dating Carter?"

Mary made panicked shushing gestures and tried to indicate for Emma to pick up her chair and sit back down. "Of course I'm not saying that." She then pointed around the room and Emma remembered that they weren't alone; she picked back up her chair and sat down calmly. Mary leaned forward and whispered conspiratorially to Emma, "But is there something going on between you two?"

Emma leaned back into her chair looking pale and slightly frightened. "No," she said calmly although her face was swimming in panic. "Do people think there is?"

Mary shook her head. "No that was just me… being stupid, I guess."

"Does _Carter_ think that?"

"No. NO!" Mary quickly responded. "That was just me… and possibly Drake mentioned it once, but… Oh you _can't_ move in with Carter!"

Emma looked up calmly and smiled slightly. "As long as Carter knows it's only a situation of convenience I don't see how it matters. Plus, he has this cute little house with absolutely no stairs or elevators."

"Maybe Carter thinks it might mean more than that?" she asked trying desperately to beat around the bush, but forgetting that Emma wasn't the most perceptive of all people.

Emma shrugged and cocked her head to the side. "Trust me. Carter does _not _think that," she replied simply as she grabbed one of Mary's puddings.

"Hey that's mine!" Mary complained as Emma began spooning it into her mouth. "You stole my food!"

"Relax," Emma sighed as she took her first bite and grinned. "You have enough food for two."

* * *

"Dr. Woodhouse."

Emma thought she'd heard her name chasing her down the hallway and turned slowly to see who had called her. She didn't know any of the people that stood in the hallway she'd been walking through so she quickly turned back around. It must have just been someone calling for her father.

"Dr. Woodhouse!" the female voice rang through her ears again and she turned to see a tall brunette, with clicky heels, wavy hair, and a white coat, walking briskly down the hall.

Emma paused where she stood and watched the composed woman strut toward her, patient charts in hand, with a taunt smile. "Dr. Woodhouse, I'm your attendee for the day," she said calmly as she outstretched a hand for Emma to shake. "Dr Side."

"Oh?" Emma looked puzzled at the woman's freshly pedicured hands. "Oh! You're the neo-natal surgeon who just returned." Emma excitedly placed her hand in the woman's as Dr. Side smiled slightly.

"That's the one." She handed Emma a chart and suddenly seemed to relax ten-fold. "I don't know if Dr. Bide's told you yet, but you'll be working with me today. I'm a bit stumped on my case and Carter says you're his best intern so I thought you might be able to help me get reacquainted with this old place."

Emma smiled back and gratefully shuffled through the chart. "I'm no expert at neo-natal, like you, but I _do_ practically live here."

Dr. Side smiled composedly. "I know the feeling; did my own internship here. Did you know that?"

"I didn't," Emma smiled back quickly then shoved her attention back to the chart. _Carmen Wheeler. 31. 24 weeks along. Odd sensation in her abdomen. _

"So what do you think?" Dr. Side asked smartly, after a short period of time, and her eyes shone as if she already knew the answer.

Emma handed her back the chart. "I think you want me to run a CT and an MRI."

Dr. Side smiled. "I think you're right."

* * *

"So I heard what you said about me," Emma smiled cockily at Carter while he stood waiting for the elevator to take him back down to the ICU. "I'm your best intern apparently."

Carter rolled his eyes and continued to stare straight at the elevator doors. "Don't get too excited. Have you _met_ your competition?"

"Mary's an amazing doctor," Emma quickly pointed out as the doors slid open and Carter stepped inside. Emma hesitated and gripped her cup of coffee slightly tighter.

"That may be true, but I hardly get to work with Mary since Drake always snatches her up," he replied as she finally stepped into the elevator beside him.

Emma handed him Taylor's Blythe's chart. "Her BP's stable. As is her heart rate. I had an MRI done about an hour ago and it looked pretty clean. Well, at least not any worse."

"That's good. We can't allow the thing to grow."

Emma's shoulders slumped. She hated working with a girl that had literally accepted her fate. "Other than that I didn't see much I should do. I'm on natal today."

Carter finally looked at her instead of staring off into space as he'd been doing. "You're with Tiffany today?"

Emma looked at him, slightly confused by his quick change of disposition. "Yes?"

"Good." He turned his attention elsewhere once again. "Make sure you pay attention. She's an amazing doctor."

Emma rolled her eyes and snatched her chart back. "Great. Speaking of amazing, I move in this week! Are you totally excited?"

"I'd be more excited if you stopped speaking like a sorority girl," he replied morosely as he checked his watch. Man, the elevator seemed to be moving slowly today and he didn't know how much longer he could handle a confined space with the hospital's Barbie Doll.

She ignored him. "I was thinking, since you have a yard and everything, that maybe I could get a dog."

Carter scowled at her as the doors finally opened. "I thought the whole reason I let you move in was so you'd shut up about the whole dog thing."

Emma shook her head. "That was not in the agreement. All you said I had to do was call you Dr. Knight-"

"Which you still don't do."

Emma shook her head and practically sprinted to keep up with him as he took off down the hall. "Yes, but at least I don't call you 'Carter' anymore."

"Oh Emma. You're so good to me," he replied flatly.

Once again she ignored him. "Anyway I was thinking that a German Shepherd would be cute? What do you think?"

"Emma!" He turned, his eyes burning with frustration. "You might as well give up because you're_ not_ getting a dog."

"But I want the companionship that only a dog can offer," she whined back, ignoring his heightened layer of frustration.

"Fish have an attention span of six seconds," he supplied. "Maybe if you get one of them they won't get too bored to listen to you complain."

Emma growled and he walked away.

* * *

"Mrs. Wheeler, Mr. Wheeler," Tiffany Side said gently as she slowly pushed open the door to the patient's room and entered with Emma on her heels. "I'd like you to meet my intern on your case. This is doctor Woodhouse."

Emma smiled, trying to make herself seem even half as warm or nurturing as Dr. Side seemed to be.

Tiffany clicked through the machines, checking her fluids and the fetal heart monitor.

"Oh doctor! It's happening!" the patient, Mrs. Wheeler, cried as she clenched her arms around her bloated belly and squeezed her face to combat the urge to yelp.

"Woodhouse, check her diagnostics," Side quickly ordered as she grabbed an awaiting syringe and loaded it into the woman's abdomen. Mrs. Wheeler quickly calmed and smiled gratefully as Side pulled the needle from her skin. "Miracle drug isn't it?" she said smiling as the woman gave a reluctant smile and her husband quickly rushed to her side.

"What is it Doctor?" the husband asked pathetically as he rubbed his wife's shoulders to calm her breathing.

Dr. Side smiled pathetically and Emma awkwardly scribbled the stats onto her chart. "We think your baby is having seizures within the womb."

"What? Why?" Mrs. Wheeler asked quickly as she wrapped a protective arm over her swollen belly.

Tiffany shrugged pathetically. "That's what we're hoping to figure out."

"Do you think the baby will need some sort of surgery?" he asked quickly, his eyes locked into Tiffany's.

"I think your wife needs an MRI and a CT to know for sure if there is anything we even can do," she replied evenly. "I have to go, but Dr. Woodhouse will need to take your wife down to get her scans."

Tiffany quickly rushed from the room and Emma stood awkwardly in the watery gazes of the nervous couple. "I'm sure it'll all be okay, in the end," she replied quietly.

But she soon realized, after she'd taken Mrs. Wheeler down for her MRI, that she couldn't have been more wrong.

* * *

"It's a branch!" Emma practically shouted as she held up the scans in the face of Dr. Side. "The baby has a branching tumor that's growing faster than anything I've ever seen."

Tiffany quickly grabbed the scans from Emma and lit up the closest board she could find then shoved the scans into the latch.

"Oh shit," she growled as her eyes widened at the sight of the tumor before her. "Get Carter."

* * *

"Knock, knock?" Emma said as she pushed open the slightly ajar door to Taylor Blythe's room and smiled at the girl. Emma's visits had become routine over the last week and she was beginning to become used to the girl's sad smile every time Emma entered her room.

"Did you bring the goods?" Taylor asked, a slight smile playing at her lips.

Emma held up the pudding cup she'd recently snatched. "I stole it from Dr. Knight. Don't tell him."

Taylor quickly grabbed the Snack Pack and spoon and shoveled the long awaited pudding into her mouth. "Mm. Carter gets the swirly kind."

Emma smiled and pulled a chair up beside the girl's bed. "Don't you know? Carter is _the_ best, and the best only eat _the best_ kind of pudding."

Taylor smiled brightly. "Oh, don't I know."

"How was your consult with Dr. Frank?" Emma asked excitedly. "Isn't he cute?"

Taylor's eyes lit up and she nodded vigorously. "It was so great! He was touching my face and I was just sitting there about to melt."

"I hope I get to work with him soon," Emma replied practically swooning. Dr. Frank had been around the hospital for less than a week and already he had taken Carter's position as the most sought after doctor.

"I love his stubble. Carter's too. Guys my age never have stubble," Taylor said smiling wistfully as Emma made a face.

"You and your crush on Carter." Emma shook her head. "He's too full of himself to even think about anyone _but_ himself, yet alone have a relationship."

Taylor smiled evilly. "That or just too consumed with his thoughts of another Doctor I know," she sang back.

"What?" Emma asked eagerly. "Do you know something I don't know?" Emma asked, leaning in with hopes of some new, juicy gossip that she could torment Carter with.

Taylor chuckled and shook her head. "I'm not saying a word if you're too oblivious to figure it out."

Emma scowled and pulled out Taylor's chart. "Now for the boring stuff: Been feeling nauseous?"

Taylor shook her head.

"Dizzy?"

"No," Taylor said as she continued to shake her head. "Nor have I been seeing spots, peeing irregularly, or any other of the same stupid questions you ask me every single day. I actually feel quite fine. Weak from living in this bed all day, but fine."

Emma nodded and checked off down the list. "That's good." She finished scribbling the exact same notes she makes everyday and reverted back to the topic she most wanted to know about. "So what were your suggestions from Dr. Frank?"

Taylor shrugged. "I have absolutely no clue. He mentioned something about 'minimal scarring' but I was a bit too distracted to pick up anything else. Plus, I don't see how it matters."

Emma sighed. They'd been through this before. "We may not be doing any surgery at the moment Taylor, but it's good to get these mundane things out of the way before the emergency starts; that way, when it finally does come time to take out that nasty tumor of yours, you don't have to worry about this stuff."

Taylor's shoulders slumped. "I just hate talking about all this depressing crap. Can we just go back to talking about Carter?"

* * *

Carter, Emma, and Tiffany all sidled into the room where Mrs. Wheeler and her husband sat in their separate corners staring off into space.

"Mrs. Wheeler?" Tiffany asked softly as she stepped forward to stand at the bedside of her patient. Mr. Wheeler quickly crossed the room and sat on the edge of his wife's bed and shoved his hand into hers. "We've made a diagnosis on your baby. He has a brain tumor, which is odd considering his age, but it can sometime happen if the cells in his brain don't develop at the same rate as the rest of his body."

Carter then took his cue with a pointed glance from Tiffany and stepped forward. "Mrs. Wheeler. Mr. Wheeler," he said politely. "I'm the attending neurosurgeon, and I just want you to know that your baby's condition will require immediate action."

Mr. Wheeler looked up at him with weepy eyes. "What do you have to do?"

Emma set down Mrs. Wheeler's chart at the hook on her bed. "Dr. Side will have to do an emergency C-section on your wife. Then Dr. Knight would have to perform a quick removal of the primary branches of the tumor in hopes that he can get in there without damaging you son's critical brain structure or his ability to develop. If we can do all this he would then have to be monitored for a period of 72 hours in hopes that his heart rate and brain function will keep up with the rest of his body because he will about three months premature." She tried to sound hopeful and ominous. She felt like the Grim Reaper.

Mr. Wheeler had tears streaming down his face. "And if you do all this what are the odds of my baby surviving?"

Carter turned to the couple, Mrs. Wheeler with her face devoid of any emotion, and Mr. Wheeler who was swimming in his own tears. "About one in 150. But if we don't do this surgery now you're son won't even live to be born."

Mrs. Wheeler scooted down farther into her bed and pulled the covers over her head while Mr. Wheeler stood. "Just do it. Do anything it will take to at least give him a shot."

* * *

Mrs. Wheeler lay motionless on her bed, her husband having left the room to hide his tears, and tried to ignore the clutter of the intern as she poked about on the machines checking her stats.

"Is my baby going to die?" she asked Emma while staring up at the ceiling and trying to press the burning sensation in her eyes to the back of her mind.

Emma turned from the fetal heart monitor and looked down at the woman. She was surprised that Mrs. Wheeler hadn't broken down in tears like her husband. Emma couldn't imagine facing the death of anyone close to her, yet alone the person growing inside of her.

"I really don't know," Emma replied honestly. "But if there was anyone who could save your baby it's Doctors Knight and Side."

"Do you say that because you work with them?" she asked morosely as she continued to stare at the ceiling.

"No. I say that because if it were my baby I wouldn't trust anyone but them."

* * *

"Mary!" Emma hissed across the darkness of the on-call room. "Mary, are you in here?"

"Emma?" she heard Mary ask groggily from one of the beds. "What are you doing?"

"Can I lie down?" Emma whispered as she lay on the bed beside Mary. "All the others were taken."

"What's wrong?" Mary asked as she tired to scoot over.

"I think that woman's baby is going to die and there's nothing I can do to save it," Emma replied sadly as she curled into a ball and accidentally kicked Mary in the shin.

"People die, Em," Mary whispered back.

"I know, but lately it seems as though everyone is dying. Neuro is so freaking heartless. Taylor is dying. Mrs. Wheeler's baby is dying. George's patients in the ICU are dying."

"George's patients are always dying. That have George for their doctor," Mary replied.

"You know I'm in here right?" they heard George ask from across the darkness of the room.

Emma ignored him. "I'm just thinking about switching specialties. How do you think I'd be at plastics?"

"Horrible," they heard Allen mutter from somewhere in the room.

"I'm just thinking that Neuro is just so… so hard!" Emma muttered, trying to be quieter.

"Emma. You can't switch specialties because… you were born to work Neuro." Mary sat up. "If I had a baby," she paused, "I wouldn't trust anyone but you and Carter to operate on it."

Emma sat up too. "Hey! That's exactly what I said to Mrs. Wheeler about Carter."

"Would you two shut up?" they heard a voice that was too much like Carter's for it to have not been him, interrupt them. "Emma, we have a big surgery in less than two hours and I need some freaking sleep!"

* * *

Emma peeled her bloody latex gloves off her hands. The surgery had been a success. Carter had gotten most of the tumor and Tiffany's c-section had gone beautifully. But now the crucial bit began. The part they had no control over.

The waiting part.

* * *

Emma pressed her finger delicately into the chest of the miniscule being. Its arms were no bigger than her earrings and it' chest wasn't much bigger.

She checked the baby's crucial stats. It still had a weak heart rate and had yet to open its eyes or move. It just seemed like this helpless little animal that struggled for every breath.

"He's not going to make it is he?" Mrs. Wheeler asked bluntly as she wheeled into the room with her wheelchair. "Look at him. He's so helpless," she said trying to repress an overwhelming sob.

Emma closed the contained plastic box. "Mrs. Wheeler it's not even close to being over. It hasn't even been a day yet."

"I can't even look at him," she sighed although she was fazing into the box. "Jeremy wants to name him but I just can't bring myself to doing it. We could still lose him."

"You could also still keep him."

Mrs. Wheeler looked up at Emma as if she'd just realized she was in the room.

"I think you should name him Mrs. Wheeler. I think it might be good for you," Emma pointed out as she set the air compressor. "They say that sometimes if a baby just remembers that's it's loved it can pull through."

"So what should I do?" she asked helplessly.

Emma smiled sadly. "Talk to him."

* * *

Emma watched through the window as Mrs. Wheeler passionately talked to the helpless form that was her baby. She tried to smile. She tried to watch the light in the woman's eyes as a beacon of hope but she felt the overwhelming sadness that maybe she'd given her false hope. Maybe she too was having trouble facing the fact that that baby might die.

"You okay?" Carter asked as he pressed his back against the wall beside the window had been gazing through.

"Is that bay going to die?" Emma asked breaking her eyes away from the child to look at Carter.

He shrugged. "You know that I don't know."

"It's really not fair. That baby is pure and good and already something so evil has consumed it."

"Sometimes bad things happen, Emma," Carter replied staring straight at her.

His gaze was intimidating and intense and she immediately broke contact and looked back through her window. "She'll never even get to know him. She'll never even get to learn those silly little quirks about him. She'll never get to fight with him. He's her son. How can someone just take that away from her?"

Carter thought fleetingly of placing a hand lightly on her shoulder, but then thought better of it. "You don't know that. Maybe she will get all those things."

Emma shook her head.

"Are you really thinking about plastics?" Carter asked. "Because Mary's right. You're a natural and Neuro. It's in your blood."

Emma shrugged. "I don't know what I want. This is just so hard. It's just so… devastating."

"But sometimes it's good," he amended. "Sometimes the baby lives and nothing beats that feeling."

It was quiet for a few minutes.

"Sometimes there are happy endings," Emma finished for him with a small smile.

* * *

Emma popped her head around the corner into the small room.

"Dr. Woodhouse?" Mrs. Wheeler said with a smile plastered across her face and her eyes glowing. She held out the bundle in her arms and smiled even wider. "I'd like for you to meet little Carter Wheeler," she said and Emma peered into the blanket at the little bay with its eyes wide open. "We named him after the doctor that saved his life."

* * *

Emma handed Taylor another pudding cup and fell heavily into her normal chair. "So how are you feeling today?" she asked bluntly, not even bothering to pull out Taylor's chart and make notes.

"Great. You seem tired though," Taylor replied eyeing up Emma's tousled hair and pale face.

"Tired and confused."

"A great combination," Taylor replied.

Emma had no response. No end to their conversation.

"You really shouldn't worry so much, Em. Your ending will someday be happy."

Emma sighed. How did she know that's exactly what she hoped for and exactly what she doubted most?

Sitting in a room with a girl that was just a corner away from her own death, one question jammed itself into her head: In a world full of misery why do only some get to be happy?

* * *

She picked up the last box and handed it to Carter.

"Last one?" he asked and she nodded.

He took the box from her and started out of her old apartment. With one last look, she swung the door closed behind her and followed Carter down the stairs. She was finally walking down those damn stairs for the last time.

She couldn't think of any ending that would've made her happier.

* * *

_Not much to say. :)_

_I love spring break and reviews!_


	4. Changing Lanes

**Don't Panic**

_Changing Lanes_

Emma sipped her glass of wine. While everyone around her was on at least their fourth glass, she was still milking her first. It might have been because she's a lightweight, but mostly it was because she really didn't like red wine but thought it impolite to complain. Plus, if she had complained, Carter would have made fun of her mercilessly.

But it wouldn't have mattered now. Carter was snuggled (well maybe not _snuggled_, but they were awfully close) into a little corner with Tiffany Side, giggling the night away as they recounted their old intern days. Emma took another sip of wine and tried to ignore how sickening they were.

She cast her eyes around Drake and Mary's apartment, trying to find a distraction or someone to at least entertain her. She'd only recently gotten Allen to stop pestering her and now she was slightly regretting it. At least Allen, crude as he may be, was entertaining.

Lucky for Emma, entertainment found her. "You're Dr. Woodhouse," said none other than Dr. Jeremy Frank as he took the space beside her on the couch.

"Er. Yes. That's me," she replied awkwardly, moving over so he had more space.

"Yeah. I remembered."

"Because I'm the boss's daughter?"

Jeremy shook his head and smiled slightly. "No. Because you were the one that fainted when we first met."

Emma turned as pink as a nurse's scrubs. "I hadn't eaten all day," she muttered and tried to quell her blush. Jeremy just laughed heartily and cast his eyes over the room.

"What do you think they're talking about over there?" he asked shifting his gaze to where Tiffany was giggling full-force while Carter smiled triumphantly.

Emma shrugged. "How about the divine being that is Carter Knight?"

Jeremy laughed again. He had a nice hearty laugh that boomed across the room. For some reason it oddly reminded Emma of Santa Clause.

"So Carter's reputation is true, then? Supreme act of God in human form?" he asked, still eyeing the couple as they whispered conspiratorially.

Emma shrugged. "He's not that bad. Once you get to know him you realize it's just wrapped up insecurity." Emma watched as Jeremy examined the two doctors across the room. His eyes were lit with an unsettling discomfort. "Why? Do you have a problem with Carter?"

Jeremy snapped his eyes back to her and pierced his lips. "No, not _Carter_."

Emma titled her head to the side and evaluated him. She loved his stubble, and the brown hair with green eyes was a very suiting combination, but for some odd reason, despite his rugged handsomeness, Emma was strangely un-attracted. "Do you have a problem with Tiffany then?" she asked, her voice quieter.

Jeremy leaned closer and whispered even softer than Emma had. "What if I told you that Dr. Tiffany Side was a part of a torrid love affair with someone at work?"

Emma leaned back and shrugged. "It wouldn't surprise me. Did you know that 90 of the people at the hospital are sleeping with coworkers?"

Jeremy also leaned back and smirked. He loved knowing information that she didn't and seemed to be relishing in it. "Yeah, but the question is: Who is Tiffany sleeping with?"

Emma's brow creased as she pondered all the doctors around her. It wouldn't be George or Allen, or any first year resident for that matter. As horrible as it was for her to think it, she knew that Tiffany would choose someone at the top. She tried not to think about it, she pushed the thought clear out of her head, and instead spent the next three minutes imagining every doctor she knew with Tiffany aside from Carter.

She was only snapped out of a particularly funny daydream concerning Tiffany and the head of gynecology by the clinking of a fork against glass. "Everyone!" Drake shouted and immediately Tiffany's love life was out of sight, out of mind. "Everyone, we have an announcement," Drake shouted again, slightly louder than what was necessary. Obviously, Drake had had his share of wine. Mary, who stood calmly beside him with a smile plastered on her face, however, seemed quite sober.

"I love all of you for coming here!" Drake shouted jovially and Mary and Emma's eyes met in mirth. "But I'm afraid we lured you here under false pretenses. You see, _we_ told you it was just some people- some people-" Drake suddenly bust out laughing. Emma tried not to join him.

Suddenly Mary rolled her eyes and gently pushed Drake back into his seat. "What my bumbling, fool of a boyfriend is trying to say, is that… I'm pregnant!" Mary finished with a squeak.

Emma didn't remember much after that. She was pretty sure she fainted.

* * *

_Buzz. Buzz. Buzz._

Emma swatted by her head. That pesky fly. _Come back here, pesky fly, and let me murderlize you_, she sang in her head as she rolled around in her bed. Eventually, she heard a thud and awoke to a completely buzz free room to find her alarm clock in pieces across her floor and Carter glaring at her.

"You have the most _annoying_ alarm clock ever," he growled and stomped out of the room.

"What'd you do that for?" she shouted as she chased him across the house to his bathroom, where he was shoving a toothbrush into his mouth. "You owe me a new alarm clock."

Carter eyed her in the mirror as he brushed his teeth and she shuffled under his scrutiny. She didn't know why, even after two weeks living in the same house, she still felt so exposed when he looked at her. Maybe it was the fact that Carter liked to walk around shirtless in the mornings leaving her plenty to look at.

"Next time, don't let it go off for twenty minutes and I won't have to break it," he muttered after spitting out his toothpaste foam and cupping water into his mouth.

"I was catching up on some sleep," she muttered, leaning against the doorframe as he finished rinsing out his mouth and grabbed a hand towel to wipe away excess foam.

He snorted into the towel and his eyes met hers with a twinkle. "Catching up on some sleep? Emma you were practically comatose. Drink a bit too much?"

"I hardly drank at all," she protested.

Carter snorted again, this time not bothering to muffle it. "Emma! You passed out at Drake's last night! I had to carry you back here."

"I was in shock!" she shouted and stormed out of the bathroom.

She dressed in haste and begrudgingly hopped in Carter's Jeep. He would casually let his eyes flicker off the road every now and then and she was quickly becoming frustrated every time she saw him shoot her that odd glance. "What do you want, Carter?" she shouted eventually as he was pulling into his parking space and she felt it would be less likely that he could kill them both.

"I was just wondering why you're so upset about this whole thing with Mary?" he asked after she quickly jumped out of the passenger side of the car and he did the same, jogging a little to catch up with her quick steps.

Emma suddenly stopped and whirled around, at the exact spot where the door's censors would flicker and the doors would open and close in rapid succession. "I just don't understand why Mary would throw her entire career away to mother Drake's child."

Carter was smiling slightly. "You make it sound as if Drake forced her to have his baby. She seemed pretty damn excited about it, if you ask me."

"Maybe I didn't ask you!" she shouted stomping off in a fit of rage so strong that she stomped right into the elevator, forgetting to bring a drink with her.

Carter slipped through the elevator doors just in time and stepped in line with her. As soon as the doors closed she became twitchy. It suddenly hit her how empty her hands were. Carter watched her closely as her breathing grew light and her face paled. Any minute she was going to have a panic attack. Carter quickly grabbed her hands and squeezed, forcing her to lock eyes with him. "Hey. Breathe," he ordered calmly holding her eyes until her breathing evened slightly.

As she calmed, a look of triumph crossed Carter face and he smiled broadly. Emma hated his cocky little dimples. "I can't believe you're afraid of elevators," he practically whooped.

Emma glared as the doors swung open and immediately dropped his hands to stomp out of the tiny room. She'd only made it about four steps before she bumped into something solid and crashed to the floor. When she opened her eyes she was staring at the hand of Dr. Jeremy Frank, who quickly helped her to her feet.

"Careful there," he said simply as he shoved a cup of coffee into her hand and Carter stood nearby in a huff.

"You got me coffee?" Emma asked, trying to draw attention away from her embarrassing collision.

Jeremy shrugged. "You seemed in pretty bad shape last night. I figured you'd need it."

Emma smiled full force. "Oh it's so nice to know that there are still good men out there in the world, unlike _some people_," she finished with a growl and a cruel look at Carter. Carter shot one right back at her and set off bitterly down the hall.

Jeremy smiled and handed her a chart. "I'm glad you think so, 'cause we'll be working together today."

* * *

By the time they'd reached their patient's room Carter was already sulking in the hall. He glared at Jeremy as soon as he laid eyes on him.

"This will be fun," Emma whispered sarcastically to Jeremy as she pulled out the chart and skimmed it over. Teenage pyromaniac turned burn victim. Emma knew the feeling. She'd loved fire as a child and once caught her hair on fire. "This seems pretty basic." Emma smiled up at Jeremy. "I'm guessing Dr. Knight's," she said with a glare, "doing some simple nerve reconstruction and you'll be skin grafting."

Dr. Frank nodded and held out a hand for the chart. "Yep."

"Do you need me for the consult?" she asked.

Before Jeremy could manage to respond, Carter interrupted. "Emma, I need you to take some stats for Taylor, and be ready for rounds in half an hour."

Emma shot him another glare and Jeremy a smile before setting off to Taylor's room.

* * *

Taylor Blythe had now been a patient for almost a month. Even living a month with a tumor of Taylor's magnitude was a miracle, but Emma had long since been pushing for Carter to take some sort of action to save her life. It was only a matter of time before this girl's condition rapidly declined and yet Carter had done nothing. He hadn't even talked to her family about her condition yet. Hell, he hadn't even _called_ her family.

Emma was sick of it. Taylor Blythe deserved a fighting chance. She deserved a doctor that would take action and if Carter wouldn't step up, it would only be a few more days before Emma would.

"Knock, knock," she sang as she pressed open Taylor's door. "How's my favorite patient today?"

Taylor took a wheezy breath and glared. "Kind of pissed off actually," she said bitterly as she sat up to allow Emma to check her lungs with her cold stethoscope.

"Why?" Emma asked, cutting the sunshiny nurse act and scribbling in Taylor's rapidly thickening chart.

"_You_, actually. I know that you're thinking about taking my case to the Chief of Medicine," Taylor replied with an eyebrow raised and her lips pierced.

Emma's mouth dropped and she forgot all of her stats. "What? How did you- I didn't tell anyone."

Taylor made a frustrated noise. "You didn't have to. It's written all over your face."

Emma hated being talked to like that by a nineteen year old. "So? It would be for your best interest. You really want a doctor that doesn't take any action on your case?"

Taylor bit her lip. "Yes."

Emma found herself shocked and confused once again. "What?"

"I'm refusing the surgery, Emma. I'm not sure it's a risk I'm ready to take," she replied ominously.

"Not a risk? Without this surgery, you'll be lucky to last three months," Emma shot back in slight disbelief.

"So," Taylor said shrugging. "We all die eventually."

"Oh no, no, no!" Emma stopped fiddling with the machines and sat down on the edge of Taylor's bed. "You are not going all depressed teenager on me. You're a fighter Taylor. It doesn't matter what the odds are, you can still come out of this thing!"

Taylor fell back against her pillows in defeat. "I know the odds," she said slowly. "I probably know more than you think. I-" she stuttered over the word, her voice shaking, "I have a secret."

"A secret?" Emma was confused once again. "What's that got to do with anything?"

Taylor sighed. "You wouldn't believe me."

"Try me," Emma ordered.

Taylor bit her lip and shook her head.

"Is this the part where you tell me you see dead people? Because if you're having hallucinations it's probably because of the tumor," Emma rambled.

Taylor made another noise. "I don't see dead people."

"Then what is it?" Emma asked back solidly, showing that she'd never give up on this.

"I'm omnipotent," Taylor said evenly.

Emma opened her mouth to make a joke, but Taylor just sat there blinking at her in all seriousness. She suddenly stopped her retort, her mouth just hanging open with the unsaid words. She shot Taylor a bug-eyed look.

"Oh my God," Emma said once she'd found her voice again. "You're serious."

* * *

Emma was walking down the hall, her mind buzzing with Taylor's revelation. Maybe she was too medicated? Maybe she's just gone insane? Either way Emma couldn't understand what could make a perfectly logical girl think she was omnipotent.

Emma was so consumed by her thoughts that she almost walked by a nurse completely covered in blood.

"Excuse me, Miss," the nurse muttered to Emma before her knees gave out and she collapsed right there in the middle of the surgery ward.

Emma would have panicked, but her doctor's logic kicked in just in time. She pinched the back of the nurse's knee and the girl immediately jumped awake. "Wha-"

"Breathe," Emma commanded calmly just as Carter had done to her that morning and held her to the floor. "You fainted. You need to relax."

The nurse didn't try to sit up; she just flushed a deep pink. "I did? That's _so_ embarrassing."

Emma smiled. "Don't worry. It happens to me all the time," Emma replied as she checked her pupils for any sign of a concussion. She'd hit her head pretty hard. "I think you'll be okay," Emma said and helped the young nurse to her feet.

"If I don't die of mortification," the nurse replied.

"This is a hospital. Stranger things have happened. After all, you could have a lemon tumor and be fairly insane," Emma said smiling slightly at the nurse's blank stare. "First surgery?"

The nurse nodded. "Yeah. It was intense," she said slightly breathless.

"I'm guessing you had a bleeder. It happens," Emma finished with a shrug. "I'm Emma," she added extending a hand.

"I'm Ellie," the nurse replied taking her hand with a gracious smile.

* * *

Emma rushed into the operating room, a nurse helping her into her gloves and coat and smiled meekly at the two doctors, already at work.

"Where have you been?" Carter asked, sounding deeply perturbed.

"Don't you worry about me," Emma replied brightly with a smile that was concealed by her mask. "I just had a bit of an emergency."

"Is everything alright?" Jeremy asked. He was still on the sidelines, waiting for Carter to finish before he could step in and work his magic. That was the part Emma was most looking forward to; Dr. Frank in action.

"It's fine," she replied bobbing her head. "A nurse just fainted, is all. I was just bringing her to."

Carter coughed, glaring at the two of them, and holding a scalpel menacingly. "I'm about to do a very complex surgery," he said darkly. "Do you think your conversation could wait _just a bit_?" he asked sarcastically.

Emma glared. Jeremy just shrugged lightly, obviously smiling. "I suppose it could, but don't be too long Doctor. I'm _dying_ to hear the rest."

Carter said nothing, his concentration fully on his surgery, but it was obvious by his dubious movements that he'd heard him. No matter what Jeremy had claimed, it was oddly apparent that the two men were a part of some heated rivalry. The tension between them was that of cheated lovers and Emma suddenly wondered if it were possible that _two_ doctors found solace in the arms of Tiffany Side.

As Carter's prolonged operation finally came to a close, he shot Jeremy another heated look and walked out of the O.R. angrily and without another word. The only noise he made was the snap, as he ripped off his mask and sticky latex gloves while passing through the door.

Emma hardly bothered to ponder Carter's intense overreaction. She was too consumed in watching Jeremy expertly command his operation with speedy precision, as she peered over his shoulder. The man was a wizard with a scalpel and his stitches were a work of medical art. When Emma left that operating room, she was still in awe of the magician that was Dr. Jeremy Frank.

* * *

Emma was waving her hands frantically in the air. "Mary! Mary! Over here!" Mary stared at her best friend, she hadn't been called across a cafeteria since high school. And who was that weird girl sitting in the seat usually reserved for Mary? Had she fallen asleep that night a doctor and awoken a high school student again?

"Mary, this is Ellie. She's a new nurse," Emma offered proudly as if offering Ellie up as a sacrifice or a trophy.

"Hi," Ellie replied meekly as she feebly lifted one hand and dropped it quickly.

"Sit, sit," Emma commanded pointing to the seat across from her. Mary tried not to scowl; she had always had the seat right beside Emma. The seat that was now filled with Ellie? Yep, she was definitely back in high school.

The three women chatted feebly for the next ten minutes, the conversation dominated by Emma. Mary was still too offended to speak easily and Ellie was far too passive to voice her opinions. Suffice to say, the conversation was slightly lacking. Luckily, Ellie's pager quickly buzzed and she reluctantly departed from the table.

"So what's up with the new girl?" Mary asked, scooting over a chair to resume her usual spot.

Emma smiled. "Ellie? Do you like her?"

Mary nodded. "She seems _nice_, but… why are you suddenly befriending nurses?" It wasn't some great prejudice that Mary had that turned her against Ellie. It was just that doctors and nurses hardly ever became good friends and Emma had never made any effort to reform that, prior to meeting Ellie. Plus, maybe Mary was a bit jealous.

"Why are _you_ suddenly having babies?" When Emma was younger she'd commonly been perceived to be a bit of a bitch. It wasn't because she truly was a bitch; it was just that Emma said things without stopping to consider that people might get offended. Emma spoke first, thought later. Carter commonly made fun of her for it.

Mary was confused for a couple of seconds. "Are you trying to replace me because I'm pregnant?" she asked bluntly. Mary too had been avoided when she was younger, not for being a bitch but for the fact that she could assess a problem before normal people had even realized there _was_ a problem.

Emma snorted. "That's ridiculous."

"But it's true, isn't it? Is that why you fainted last night?" Mary asked continuing her honest line of questioning. "You're mad at me because I'm pregnant?"

Emma was quiet for a very long time. Had Carter seen Emma while she was that silent, he would have assumed it wasn't really Emma. He'd have done anything for the ability to shut Emma up for that long. Mary, however, would have done anything for Emma to say she was being ridiculous and that she was "totally psyched about the baby." But Emma said nothing.

"Emma?" Mary asked in shock. "You don't really think that do you?"

Emma continued her silence.

"Emma! The last thing I ever wanted was to get pregnant at the age I am. Obviously, you think that either this baby is going to ruin my career or our friendship, but you should know before you really _do_ ruin our friendship that having this baby is something I really want."

Emma looked up at her best friend. "Maybe you want it now…" she replied under her breath.

Mary shook her head and had to pull her dropped jaw back up. "No. You're wrong Emma. I'm not like you. There are things I want more than scoring the most complex surgery. I want a life outside this damned hospital."

"I just think," Emma continued delicately while avoiding eye contact, "that you're going into this rather quickly. I mean, you're not even married."

"You think I'm going to get hurt?"

Emma nodded reluctantly and tried to force a smile that merely resembled a pathetic grimace. "I'm just scared for you, that's all."

Mary relaxed against the pathetic cafeteria chair and shot her best friend a grateful smile. The source of Emma's reluctance was something Mary could relate to. All those fears Emma felt for the sake of Mary, were felt by Mary as well; with even more on top. What if the baby didn't like her? What if Drake decided he didn't love her anymore? What if she lost everything she had worked her whole life for? "Tell me about it. I'm scared shitless."

* * *

"Daddy?" Emma knocked lightly on her father's office door and popped her head through the crack in the door. "Do you have a minute?"

Dr. Woodhouse was a busy man. He ran a very successful hospital and had spent his entire life learning everything he could about every little crack and crevice of that hospital. He loved the place, it was his real home. He looked up from an e-mail from some insurance company and waved his hand for Emma to come in. "Dr. Woodhouse, what can I do for you?"

Emma hated that he called her Dr. Woodhouse. She wanted to talk to her father, not her boss. "Well it's just…" Emma began hesitantly as she sat in one of his uncomfortable visitor's chairs and felt extremely small again. Just like Mary she was a teenager again, vulnerable and at her daddy's command.

"Just what?" he asked solidly. Emma wished he'd smile of soften, but if he had, he wouldn't be the man she'd always know. Dr. Woodhouse was not a "soft" man.

"I-I've been think a bit about my future." Emma had initiated this conversation once before, when she was in college and was considering telling her father that she'd rather not go to medical school like they'd planned. She'd never actually gotten past the initiation on that case, but today Emma was determined. "And I've been thinking that maybe Neurology isn't the best option for me."

"You want to change your specialty?" he asked solidly, his dark eyes burning into her. She shifted. This was exactly how the conversation had gone last time.

"Well, yes." Emma refused to be sixteen years old again.

"To what?"

"Plastics." Dr. Woodhouse continued to stare and there was a deafening silence. Eventually Emma nervously continued her point as she tried to fill the silence. "I've been doing some work with Dr. Frank and I've always been very interested in the field and I just thought maybe it was something I should try to… look into."

There was more silencing staring. "You want to do plastics?" he asked dumbly, but still with a superior wisdom.

"Well… ye-es?"

Dr. Woodhouse took a very deep breath. "Although I do have the utmost respect for Dr. Frank and plastics, I don't think this is a decision that I'm ready to endorse." Another thing she hated about her father: he spoke like a politician. It was such a politically correct answer, just vague enough that it couldn't be misconstrued.

"Maybe I don't need your support on it. Maybe it's a decision I've already made," Emma challenged.

"Then why are you here? I can only assume you're asking my permission because you still have doubts on the topic." Emma bit back an angry retort and contorted her face to express her unsaid anger. "Why don't you do a bit more work with Dr. Frank as well as continuing your work with Dr. Knight and see how you feel about the change in a couple of months?"

Emma almost smiled. It wasn't a direct shoot-down as she'd expected. It was her father's version of a "maybe." A "maybe" she could work with.

* * *

"Dr. Woodhouse, could I ask for your assistance?" It was Drake. No, worse than that; it was a Drake that couldn't stop smiling. A smiley-faced Drake. Emma almost felt queasy at the thought.

"Sure." She begrudgingly followed Drake into the supply closet and held out her arms as he filled them with supplies. Gauze, disinfectant, latex gloves, a crash kit? What was all this for? "Erm, Drake?" she asked behind the pile of supplies. "What's all this for?"

"I have a patient that's under distress. He's going to have to spend the next twelve hours under constant surveillance. Not going to be fun, I tell you." He grabbed a few granola bars out of the box that some clever doctor had hidden in there and dropped them onto the stack.

"You are? But doesn't Mary have her sonogram today?" Emma asked as she popped her head around the side of the pile.

Drake winced and his smile faltered momentarily. "Yes. I'm pretty pissed I'm going to miss it, but Mary says she'll be fine."

"Oh. So she's going alone?" Emma tried to keep the derision out of her voice. "_Tried"_ was the operable word.

"I know what you're thinking," Drake shot back, but he was still smiling. His happiness seemed impenetrable. "You think that Mary and I are getting in way over our heads." The truth in his statement was written all over Emma's face, so she kept it hidden behind the pile of crap. Drake sighed, but remained just as smiley as before. "It's crazy, isn't it? One moment all I want out of my life is to keep a high survival rate in surgery and make sure I can perform an appendectomy with my eyes closed, and suddenly all I want is… well to know that I'm going to be a good father."

Emma snorted. "Make sure you're a good father?" Emma was shaking in anger and a couple of granola bars slid off the top of her pile. "What about what Mary wants? Maybe she still has her whole life ahead of her and you're going to let her just give up her amazing future so that you can be a _daddy_?"

Drake was still smiling. "You honestly think I'd let her have my baby if I wasn't absolutely sure she wanted to? You make it sound as though I tied her up and forced her into this."

"Metaphorically, yes. I think that's exactly what you're doing."

Drake rolled his eyes. "I love Mary and as a doctor I know how much potential she has. I'm not an idiot, Emma."

"Then don't let her do it."

Drake shrugged, but couldn't hide his worry. "It's not my decision, Emma. I'm supporting her in whatever she chooses. If she's happy, I'm happy."

Emma quickly shoved the pile into Drake's arms, dropping more than half of it in the process and glared. "Well, _I'm_ not happy about it and someday, when you can't remember the old thrill of surgery and you're so tired you can't function, you won't be either."

* * *

"Have you seen it yet?" Carter affronted her as soon as she escaped the supply closet, where she'd left a flabbergasted Drake in a pile of junk.

"What?" she snapped still reeling from the argument. Like Mary was actually happy about this baby! She was just too scared of Drake to say that she didn't want it. Mary didn't want that life!

Carter backed off and raised his eyebrows. "Hey Dragon lady! I was just asking if you'd seen pyro-boy."

"He woke up?" she asked quickly relaxing. This was medical talk. Medical talk she could do, it was the emotional crap that left her at a loss. "Did you do any sensory tests yet?"

Carter nodded. "Of course."

"And?" she prodded, trying to suppress the urge to slap him for tantalizing her.

Carter smiled and remained silent on the topic. "Before I say anything, may I first make fun of you for befriending a nurse. A nurse, Em? And to think I thought you had standards."

Emma really did slap him this time, but it was on the arm and only caused Carter to laugh maniacally. "Emma loves nurses!" he sang. "Emma wishes she were a nurse!"

Others were beginning to stare and Emma tried not to laugh. He sounded like an idiot when he tried to sing. Once again "tried" being the operable word.

"Although, secretly I knew you didn't have standards. You hang out with some real weirdoes," Carter continued as she followed him down the hallway.

Emma nodded and smiled. "You think they're weird? You should meet my roommate. He's a real psychopath."

"Oh, ha, ha," Carter laughed sarcastically. "You've always been _so_ funny," he finished dryly.

Emma smiled again. "I think so."

Carter stopped in front of pyro-boy's door and covered the entrance with his body. "Ladies and gentlemen, I present to you, Carter's miraculous… miracle."

Emma laughed, pushed him aside and went through the door. Carter following closely behind her. "Check it out," the boy said before Emma could even ask about his prognosis. It took her a few minutes to realize what she was supposed to be watching. But there it was; an insignificant wiggle of a heavily charred and swollen arm.

"Don't be too impressed by my brilliance," Carter muttered into her ear with his cocky smile back. "You might faint again."

* * *

_Go in._

Somewhere in the back of her mind, Emma realized that she was staring at a door and imagining it was talking to her.

_She's your best friend. Go in and support her like a best friend should._

She thought the door was a bit naive. It wasn't quite as simple as that. If she went in, would she be an unprincipled hypocrite? If she didn't, would she be a horrible friend?

_She needs you._

The door was right. Emma may have been slightly insane, but she knew what true friendship was and if that meant damning her principles, she'd do it. Whatever it took to let Mary know that Emma would always love her, even if she was about to become a swollen watermelon of a woman.

"Emma," a relived voice breathed as Emma grabbed her best friend's hand and held it tightly. "I'm so glad- ooh _cold_!" she hissed at the nurse, forgetting her train of thought, as she squeezed the blue gel onto Mary's stomach.

Mary seemed nervous, that was obvious. Was it possible that Mary was just as intimidated by this baby as Emma was? Emma gripped her hand a bit tighter as a fuzzy black and white image appeared on the small screen. "Oh wow," Emma whispered. "Look at it."

Mary's eyes were watery and Emma cleared them with her hand so Mary could make out the screen better.

"That's the head," the nurse smiled sweetly, an action that normally annoyed Emma to no end, but was lost on her at the moment.

"Oh Emma! Do you see it?" Mary asked excitedly, no longer nervous but ecstatic beyond Emma's belief. Emma had never seen someone's emotion's change so quickly. It was a roller coaster that Emma could only watch and never understand. Mary's eyes were watering again. "It's like a little alien living inside my stomach."

Emma giggled through her own watery eyes; babies have that effect, even on the most emotionally unattached women. If she was feeling but a fraction of Mary's happiness at that moment, she wondered how Mary didn't explode with all that emotion. "It looks more like a lima bean to me, Mare."

* * *

_I hadn't planned on posting just yet. You see I haven't actually finished the story. Ok I actually only finished this one chapter. Progress on this one has been slow. But I'm updating because I didn't want people to get restless. So that's it. I hope you can enjoy it because it might have to tide you over for a bit._

_La-da-da-da-da... dum-dum dum-dum. Review, to the tune. (Did that make any sense?)_


	5. Letting Go

_First off: I'm sorry about grammer. I only proofed once. I'm sorry... I was eager to post._

* * *

_**Don't Panic**_

_Letting Go_

"Where are…" Emma opened another cabinet and slammed it. So far her search had been futile, but she could have sworn that there was at least one Pop Tart left. And yet she'd been searching for the past five minutes and was still Pop Tart-less.

"What'cha looking for?" Carter's muffled voice pulled Emma from her search. She stared at him as he leaned against the doorframe to their kitchen; he had one of his legs propped up against the other and was still in the sweatpants he wore every night to bed and had yet to put on a shirt. But Emma barely bothered to notice this, she was glaring at the fact that Carter was standing there and chewing on a Pop Tart. _Her_ Pop Tart and her last one at that!

"You ate my last Pop Tart! I hate you," she growled as she crossed the room and punched him on his arm. He winced but laughed all the same.

"Technically I bought the Pop Tart, Em. Therefore it is my Pop Tart and I had every right to eat it." He grinned and took another bite, taunting her with it. She glared and stuck her head in the fridge to look for a suitable alternative.

"We have no food in this house!" she shouted eventually, pulling her head from the fridge while Carter continued to relish in his Pop Tart.

"Maybe we would, if you actually bothered to go grocery shopping."

"It's your house. You're supposed to do the boring shopping," Emma sneered back, finally conceding and slamming the fridge shut.

Carter snorted. "How do you figure that? You live here now too, you know. The 'boring shopping' is just as much your responsibility as it is mine."

"But since you're the one that ate the last little bit of edible food, you should go and buy more," Emma replied staring hungrily at his Pop Tart.

"I got there first, it's my Pop Tart. Stop staring at it like you have some sort of claim to it. If you want another one, go to the store and buy one." Carter took another heaping bite of Pop Tart and grinned.

"I will never go grocery shopping." Emma stormed out of the room with one last glare at Carter. She popped her head quickly back through the doorway. "And nothing you do will ever change that."

Carter smiled as he heard her trump off to her bedroom. He took the other Pop Tart he'd been hiding behind his back, still wrapped in the wrapper, and placed it one the table with a note that said her name on it and set off to get dressed.

* * *

"You with Carter today?" Dr. Jeremy Frank asked handing Emma a cup of coffee as soon as she passed him. 

"I'm stuck with Carter everyday. It's almost as though he forces me to face his cocky ego just to torture me," Emma growled back. Sure, Carter had left her a Pop Tart but that didn't make up for a lifetime of cruelty on his part.

"You can't hate him that much; I mean you live with him, don't you?" Frank asked with a knowing smirk.

"Yeah. Moment of pure insanity on my part, that stupid Pop Tart stealing bastard."

"Bastard? I mean, Carter is cocky, for sure, but he's not a bastard. Did you know we did our internship together?"

"Oh yeah?" Emma was mildly intrigued to hear a first person tale of this well-known story as she grabbed her stack of files off the counter. Emma was known around the hospital for procrastinating on paperwork until she was practically swimming in it, then she'd beg other residents to help get it all done. It was a vicious circle and everyone knew to avoid Emma Woodhouse when they noticed her toting around her stack of files.

"Yep, right here in this hospital- Tiffany Side as well," he stated matter-of-factly. "Do you need help with those?" It was a rookie mistake on Frank's side that made it evident to the nurses, who watched the exchange and winced at his offering, that he was new to the hospital. Emma smiled and juggled the folders as Frank grabbed a couple out of her hands that were precariously close to being dropped.

"What was it like- your internship?" Emma asked as she stopped at another counter to regain her balance on the large stack. Frank plopped the ones he'd taken from her earlier right back onto her stack as she picked them back up. This threw her off balance once again and caused her to wobble on the spot.

"Oh, same old. Stressful, tiring- days where I thought I'd never make it through. Tiffany, Carter and I were close though. We helped each other out quite a bit."

"So what happened? Why don't you guys get along anymore?" Emma asked as she dropped two of her files and set down the entire stack to gather those that had fallen.

Frank shrugged and watched idly while she gathered her files, n bothering to offer help. "Well, Tiffany just kind of drifted away from the rest of us. She took a fellowship at another hospital and got really into research and academia. She still travels all the time doing lectures and such; we bumped into each other when she was at Oxford. But Carter- Carter kind of saw me as a sell-out when I switched my specialty to plastics. He told me I'd never be a real surgeon if I went into plastics."

"Carter's an idiot," Emma interjected when Frank paused for a second.

"Jokes on him though, isn't it? I'm a wildly successful plastic surgeon that's been offered jobs all across the nation and operates on A-list celebrities. What's he? A neurosurgeon that isn't even respected by his own intern."

"So it's true then? You really do work on celebrities?" Emma asked in awe ignoring the comment about his intern. Emma highly respected Carter; she just didn't get along well with him.

Frank shrugged nonchalantly. "I fly out to Hollywood for a surgery tomorrow. What's that tell you?"

Emma was still very impressed. "It makes me wonder what the hell you're doing here. This isn't Silicone Valley, I'm afraid. What brings you to Northwestern?"

Frank shrugged. "Well, sentimentality… and you of course."

Emma laughed so hard at the way he nonchalantly hit on her that she dropped her entire stack of paperwork and it scattered across the floor.

* * *

"Can you feel this?" Emma pinched the man's calf with her thumb and index finger. 

"Feel what?" he asked. She moved her pinch higher on his leg. By the time she'd made it to his hip and he still hadn't flinched, the guy's fiancé had begun to sob.

"What's wrong with him?" the woman sobbed as she gripped his hand tighter and curled up next to him on his bed. Emma was very tempted to tell the woman to move, but she was crying and Emma was horrible at dealing with crying people.

She was now making her way across the man's right arm, pinching just as she'd done with each of his legs. She was on his neck by the time she'd finally given up. He hadn't felt a thing through that entire test and it was eerie. "How did you discover that you had lost your…"

"Sense of touch?" the man asked simply. He seemed quite calm compared to his sobbing fiancé. "When my lips went numb. It's a rather odd sensation." His speech was slightly off, due to the numb lips, but still distinguishable.

"What about your tongue? Can you feel that?"

The man clamped his teeth down hard against his tongue. "Nope," he sighed as blood swished around his mouth and his teeth turned red. Emma wouldn't have noticed had the man not given her a toothy grin; it was eerie to see someone smile with that much blood in their mouth. She shoved gauze into his mouth to stem the bleeding.

Emma commanded him to bite down on the gauze. It was weird that he had no sense of feeling, and obviously no sense of taste, and yet he could still maintain muscular control. Emma handed him a plastic cup and commanded him to squeeze. He held the cup with ease.

"Doc," the man muttered through his mouth of bloody gauze. "This is the weirdest sensation ever."

* * *

"Miss Bentor I need you to help me out here," Emma pleaded with the sobbing lady. They were standing in the waiting room and people around them were beginning to stare at the lady as she whimpered. "We're trying to discuss your fiancé's medical history. Now when did your fiancé first lose his sense of touch?" 

"H-he," she sobbed harder then pulled herself together slightly, "he was complaining about his toes being numb about a week ago and then I noticed that he had a cut on his shin and he hadn't even realized it. Do you think- do you think I waited too long to bring him in? He really c-can't feel a thing?"

Emma shook her head and tried to soothe the maniacal woman.

"You didn't wait too long," Carter suddenly appeared behind Emma's shoulder and sat beside her in a vacant chair. "Although in a situation like this, any time is valuable; there's no way you could have noticed anything any sooner."

"R-really?" she sobbed her eyes connecting with Carter's. Unlike Emma, Carter radiated a sense of cool. He was so collected about the whole ordeal and the fiancé felt pacified by his steady gaze and solid speech. She was ready to rely on Carter the moment she first set eyes on him.

"You played your part beautifully, Miss. Bentor. There's nothing more you can do for now, except help Dr. Woodhouse with your fiancé's medical history."

"I-I'll help. B-but you just h-have to promise me, Doctor, that you'll do whatever it takes to make sure he stays alive. I don't care in what state, I-I just need him. I need him a-alive and here… with me."

Carter's eyes flicked to Emma's. His chin creased in worry and his eyebrows furrowed. "Yes, Miss. Bentor, whatever it takes. I'll do everything in my power."

She sobbed again. "I-I'm just not r-ready-" a great heave and a sniffle "- n-not ready to l-let go."

* * *

It was hard to tell if Emma was hiding. She seemed to be nowhere, but Mary knew better. Emma had been seen all morning with a giant stack of paperwork and Mary knew that meant it was Catch-up Day. She knew just where to find her best friend. 

The basement was hardly ever ventured into by any doctor if they didn't need to. It was a scary, cold room that seemed to drain the happiness out of people. There were creepy, little steel doors that separated the room from the decaying corpses within. No one ever tried to set foot in the morgue; no one ever wanted to. Well, except Emma Woodhouse.

When Emma was a kid she would sometimes get dropped off at the hospital by a friend's Mom. It was her father's home and so Emma always knew it was where she'd most likely find him. All those hours she spent waiting for her father to finish up "one last case" or "just a bit more paperwork" she'd taken to scouring the hospital, determined to discover every little secret of the large, cold building. That was how Emma discovered her sanctuary.

It was a dark room in the basement; far enough from the morgue that it wasn't creepy. Its location guaranteed privacy. It was quiet down there and Emma could hide for hours, take a nap, and no one would find her; except Mary. Mary banged open the door to Emma's little sanctuary and took a seat beside Emma in the sea of unfinished paperwork. She grabbed a file at random and began to skim through it, checking over Emma's work without her best friend even having to ask.

"I love paperwork day," Mary sighed. "You should really do this stuff as it comes in rather than letting it pile up."

Emma hadn't really heard what Mary had said. "He's lost his sense of sight." She jumped, tossing her file aside and staring at Mary. "He couldn't feel or taste and now he can't see. It's like he's losing all the things that make him human. Carter thinks it won't be long before he can't hear or smell. What makes a person do that? What got into this man that made him… lose it all?"

Mary shrugged and stared at Emma. "We see shit like that everyday, Em. What's got you so freaked out?"

Emma grabbed another file and shoved her face into it, distracting herself from Mary's accusation. "It's his fiancé." Emma jumped tossing that file aside, just like the first, and facing Mary once again. "You should have seen her. She begged Carter to keep him alive. What if he goes brain dead or isn't even human again? When you lose your senses is it even worth living? You're a shell. Who would ever want someone to live as a shell?"

Mary's eyebrows were raised. That was a sudden confession. "Whoa, Em. Slow down. What's going on?"

"The fiancé Mary." Emma hated having to slow down. Her mind was racing and she just wanted to vent as fast as she could. "She told Carter to do whatever it took to keep him alive, no matter what. She said she just can't let go."

Mary shrugged. "That's understandable."

"No it's not," Emma protested. "It's horrible."

"She obviously loves him. It hard to loose someone you love."

"Yes, I know that, but isn't it harder to knowingly force someone to live a fruitless existence? He'll be a shell, Mare. It comes to a point where there's nothing left to hold on to."

"You've obviously never been in love, Em. As horrible as it sounds, if I weren't ready to lose Drake, I don't know how I'd ever be able to face his death. I'd try as hard as I could to hold onto him. I'd do everything in my power to make sure that he wasn't lost to me."

* * *

The room was a bit stodgy. Emma could feel the tension of its occupants. She twirled her spinny chair, hoping to ignore the intense glares her father kept shooting her. This seemed like all the more reason to pretend she wasn't in that room. In her mind, she liked to think she was out with Mary buying itty-bitty shoes for the baby and maybe some bigger ones for herself. 

"Before I go on, Miss. Bentor, I need to know exactly how far you're willing to go for your fiancé," Carter commanded calmly. Miss. Bentor sniffed but wasn't sobbing again like she did when Emma tried to speak with her.

"Anything," she breathed.

The stuffy room became even heavier; the Chief drummed his fingers across the table so lightly that they didn't even make a noise. Emma coughed to break some of the tension and Dr. Bide, Emma's mentor, shot her a venomous look.

Carter, too, cast Emma a look, but it was a look of mild irritation rather than warning. He was about to make the pitch of his life to perform the surgery of his life and he really didn't want to worry about Emma's disapproval. This was the kind of thing that would make him great, make him recognized and, most of all, open new doors that people had barely even begun to dream of. "Your fiancé was diagnosed with a metastic brain tumor. It's growing very quickly and basically eating away at your fiancé's higher functions. He's already lost the majority of his senses. The other two will go quickly, then his memories, then his personalities. It won't be long before it'll all be gone. Needless to say this is an urgent situation."

Carter paused again. The fiancé wasn't crying, but Emma felt her own eyes prickling. This was the part where shit got scary.

"What I'm proposing, after careful discussion with our Chief of Surgery, Dr Woodhouse, is a partial brain transplant." He stopped when he saw Miss. Bentor wince and gasp lightly. "Now I know it sounds bad but Doctors routinely transplant tissues of all kinds, including brain… just never in quantities of this magnitude."

"H-how much?" she asked softly.

"A little less than half," Carter replied, almost wincing himself. "It sounds horrible, but at the rate this thing's growing, I don't see what other choice we have."

* * *

As soon as their little "chat" was over, Emma practically sprinted out of the room; partly because the whole thing made her feel so angry and partly because she was knee high in paperwork. But she didn't make it far down the hallway toward her sanctuary before Carter caught up with her. 

"What was that all about?" he asked. He seemed angry, but Emma hardly bothered to care.

"What was what all about?" she asked through pierced lips. "I'm not the one doing some shoddy surgery, risking some man's life all just to get my name printed in a couple of medical books."

"Excuse me?" Carter's anger was temporarily shocked right out of him.

"You heard me Carter. You're doing this surgery for one reason and one reason only: yourself." Emma finally rounded on him and let her feelings flow freely. "I don't know why I'm surprised though; it's the same reason you do anything around here."

Carter spoke back, stern and unapologetic. "I'm doing exactly what that man's fiancé asked me to do. I'm doing the _only _thing I can do to save his life. If my career gets a boost out of it, well that's just a bonus."

Emma shook her head. "You're career won't get a boost. It's far too risky and I can tell you right now, that man has a ninety-nine percent chance of dying on your operating table. Will you still respect your decision then?"

"One percent?" he echoed back in disbelief. His face hardened and a cocky grin spread across his face. "One percent is all I need."

* * *

Emma felt hollow. She was pretty sure if anyone knocked against her, all they'd hear would be an ominous, empty clunk. 

"Emma, are you even listening to me?" Ellie however was very much not hollow. Ellie was as chipper and full of life as she was every single other day. Emma found it annoyingly frustrating.

"Yeah," Emma sighed even though she wasn't. She was still playing her conversation with Carter over and over again in her head. She couldn't believe that he actually thought this surgery had a shot in hell.

"… and now I think I'm in love." That did it. Emma was suddenly filled again and Carter was far out of mind.

"You think you're in love?" she echoed back in disbelief. "With who?"

Ellie looked slightly put-out. It was obvious that Emma hadn't paid attention to a single word she'd been saying for the past ten minutes. "With John, my patient I was telling you about," Ellie reminded her slowly.

"You're in love with a patient?" This was a capital offense in the world of medicine. You were never, under any circumstances, to fall in love with a patient. What if they were terminal and you had to be the one to tell them? What if they were there with something awful like Chlamydia or leperacy?

Ellie just nodded as if it were nothing.

"You fell in love with a patient." Emma was sounding a bit like a broken record. She just kept running this over in her mind. Was Ellie absolutely insane?

"Yeah, John. He's so funny, Emma… and cute. He's very attractive, Emma. I think you'd like him." Ellie rambled on and one not realizing that she'd lost her audience. Emma was still stuck on the whole loving a patient thing.

"Anyway, I think he really likes me. He promised to take me out when he gets released…"

Oh God, Emma prayed this wouldn't end badly.

* * *

Emma watched John Martin through the window to his private room. Ellie had been right, he was cute and, although he seemed quite bored flicking through the channels on the television, he was also quite catchy. 

"What are you doing Emma?" Mary leaned her back against the window that Emma was so intently staring through. "Why are you staring at my patient?"

"Your patient?" Emma asked. This echoing thing was becoming quite a nasty habit; she hoped it wasn't going to be permanent. "John Martin is _your_ patient?"

Mary nodded slowly. "Yeah, he has destructive enzymes. It's kind of gross. His stomach lining is disintegrating and his stomach acids are leaking out all over the place. Sick isn't it? Like his body is eating itself."

Emma blanched.

"See, I told you it was nasty. What are you doing here anyway? Shouldn't you be getting some of that paperwork done? I'm not staying here with you all night this time."

"I'll get it done," Emma muttered distractedly. Her mind was working furiously around this new development. Josh Martin certainly looked fine, but inside he was dying. Emma made a decision right then and there: she would do whatever it took to make sure that Ellie wasn't dragged down with him. Ellie was going to be a great nurse and she didn't need some dying man to break her spirit. Ellie needed protection; she needed to let go of this silly infatuation before it got the best of her; before she ended up a blubbering fiancé pleading doctors to do "whatever it takes."

"Can you do me a favor Mary?" Emma had a plan. "Can you talk to Nurse Roberts about switching Ellie off this case? I think she might be developing… an emotional attachment to the patient. Can you just say that you're having trouble working with Ellie and you prefer her off the case?"

Mary didn't seem to grasp what Emma was saying. She processed the request, agreeing readily and setting off to achieve her goal without a complaint or a question or even grasping what Emma really wanted Ellie switched off the case for.

"You're interfering." Dr. Carter Knight, however, was much more perceptive and just happened to have overheard Emma's request. "And you're only going to mess things up."

"You don't know anything," Emma spat, refusing to look at Carter and instead directing her attentions through the window to John Martin as he laughed at some corny sitcom.

"Ah, now is this anger still from the Pop Tart theft or because I'm going to be wildly successful in surgery today and you're jealous?" Carter could be a bit pompous at times, even he wouldn't deny it. "Because I left you an entire Pop Tart on the table, did you not see it?"

"It's the principle of the matter," Emma replied, finally breaking her attention from Mr. Martin and directing it unwillingly at Carter. "You think the whole world revolves around you. You took that Pop Tart without even a thought that anyone else might want it. You're taking this surgery because you think that you're infallible. Well I assure you, one day you'll get your comeuppance and when you fall from grace I hope you hit hard." She didn't wait for him to reply before she took off down the hallway at a steady, stomping pace.

"I'm self-centered? I'm not the one taking away a patient's last shot at happiness. That man deserves love just as much as you or I would!" he shouted down the hall, his words chasing her as she made her retreat back to her sanctuary. "Death in inevitable, Emma! You can't spend your entire life avoiding that."

* * *

"Oh wow, it's true then. You really do hang out in the basement." 

Emma quickly looked up from her paperwork as the familiar female voice interrupted her reverie. She hadn't expected the face of Tiffany Side to ever appear at the threshold of her sanctuary and yet, here she was.

"What are you doing here?"

"Some people were a bit worried, so they sent me down to check on you." Tiffany smiled at Emma with a reassuring grin. Emma felt slightly guilty. She'd never even tried to befriend or even get to know this woman; and yet, here she was smiling at Emma and offering a helping hand on the hefty stack of paperwork. "Why do you have so much?"

Emma grimaced. "Well every time I turn around it seems to multiply. I swear to you, paper can breed. That… and I procrastinate."

Tiffany laughed appreciatively and circled a couple of signatures that Emma had left blank. "I can understand that. You're talking to the world's biggest procrastinator."

"Really? You? I never took you for the procrastinating type," Emma replied skeptically.

"Never to this extent," Tiffany said as she gestured around the room at the mounds of paperwork. "But my resident years were hell for me to get everything done."

"How-" Emma hesitated asking this next question. She'd never wanted anyone to see her appear weak; she was one of the strongest residents of their year and had always been so sure about what she'd wanted from her life, and yet, for some reason, Tiffany just seemed so warm and Emma itched to ask her. "How did you get through it all?"

Tiffany shrugged. "I had a lot of help and two amazing friends."

"Carter and Jeremy?" Emma asked as a reflex. The three attendees she now saw as her mentors just happened to be the same three attendees she'd admired most when she was just a fresh-faced twenty year old visiting the hospital to see her daddy. They'd been a kind of mismatched team back in their resident years and it was hard not to admire the way they worked and joked together with such ease. But it was hard to tell they'd been that close, now days. Like Dr. Frank had said: They grew apart and gave into rivalries just like everyone else.

Tiffany sighed and nodded slowly. "In a weird way I think my early years were my best years. I never learned as much as I did then and Dr. Frank and Dr. Knight are still the best I've ever seen. It's kind of intimidating to be working with them again."

"But you're legendary," Emma supplied. "Your lectures are supposed to be the best. You're the pinnacle of your field."

"But Jeremy and Carter aren't in my field, now are they?" Emma shrugged conceding Tiffany's point. "What about you? From what I hear you've got a ton of potential. May be even better than Carter?"

Emma quickly shook her head in protest, not able to handle that idea. "Who would give you an idea like that?"

"More than a few people. Your father, for one. Dr. Drake is a great admirer. And… Carter."

"Carter?" Emma's attention shot off her paperwork faster than it'd ever done before. "He must have been being sarcastic. He does that sometimes; it's difficult to tell if he's ever meant anything seriously."

"Think what you'd like, but I heard it right from the horse's mouth." She smiled at Emma and held out the file she was perusing for Emma to sign the indicated spots. "Being a resident is hard, but I don't think anyone believes you'll make it through more than Carter."

* * *

Emma couldn't believe she was staring at a flat line. What had just happened? 

"Fuck," Carter shouted as he threw his scalpel onto the floor and ripped off his gloves in one fluid motion. He was out of the operating room before Emma had even managed to grasp the situation. She was still clutching the flaps of a man's skull, refusing to accept the fact that this man was dead. She slowly pulled out her hands with a horrible squelching noise. The nurses slowly regained their composure and gathered up the fallen utensils that Carter had scattered during his exit.

Emma unscrewed the clamps and handed them to an obliging scrub nurse. "I'm really sorry," she muttered to the nurse as she ripped off her own gloves and watched her father follow in Carter's wake.

"Don't worry Dr. Woodhouse. It was a tricky surgery," the nurse replied. They'd worked together long enough for the nurse to understand that this kind of behavior out of Carter was very unusual.

By the time Emma had cleaned up and gone to catch Carter only her father remained. "I sent him home. He won't be operating anymore today," Dr. Woodhouse said to his daughter. "This will be a tough one for him, I'm sure."

Emma nodded once. "He wanted it a lot."

"Yeah," Dr. Woodhouse said patting his daughter lightly on her shoulder. "Make sure everything gets taken care of, won't you Em? Talk to the family and make sure Carter's alright."

Emma nodded slowly. She knew what had to be done; sadly enough she'd been preparing for it all day.

* * *

Emma stared at the woman. For once she watched her and she wasn't blubbering like a mad man. Miss. Bentor looked around quickly and finally her eyes met with Emma's from across the waiting room. She couldn't put it off any longer, she was obligated to go and talk to that woman. 

"He's dead isn't he?" she asked ominously as soon as Emma was within ear shot. "You don't even have to say it. I can just feel it. It's colder in here than it was before."

Emma slowly took the seat across from the woman. Thankfully, she wasn't sobbing. She sounded resigned and accepted. It was over, and she no longer had any fight left in her. "I'm sorry," she added feebly, attempting a reassuring smile.

"You tried your best. You did everything you could." She gave a watery smile that seemed to reassure Emma more than Emma could ever do for her.

"We did; Dr. Knight did all that he could, it just wasn't possible, Miss Bentor."

The woman looked up at Emma sharply. "I was supposed to be Mrs. Kirk. We'd always joked about how much I hated his name. I'm a pilot. A captain. Did you know that? My name was going to be Captain Kirk." She laughed through her streaming tears, but pulled her laughter back in without a single sob. "Now I'll always be Miss. Bentor. It's a weird thing knowing I'll have to go on without him. Knowing I have to let him go."

* * *

Emma made a loud ruckus as she stumbled through the door, laden down with plastic bags full of anything she had the sense to grab. She unceremoniously dropped them onto the floor then searched through them until she came across the one she needed the most. She pulled one of the packets out of the box and hid it in the back pocket of her jeans while she set off into the living room. 

There he was, wrapped in a cotton blanket in their eighty degree house and staring blankly at a TV that was turned off. "Hello Sunshine," she said brightly as she watched him from the same doorway that he'd taunted her from just yesterday morning.

"Hi," he muttered back, his eyes slowly un-sticking from the blank screen and resting heavily on her. His disposition was the exact opposite of what it'd been that morning. He was the epitome of the term "down and out" and made no act to prove otherwise. "You were right."

Emma smiled and shook her head. "No you were right." She took the packet out of her pocket and tossed it to him. As a reflex action he reached out and caught it, momentarily forgetting his sadness. He stared at the little bag with the words "Pop Tarts" plastered across the front, not quite understanding its significance. "I did need to go grocery shopping."

She finally crossed into the room and sat beside him on the couch. "Now," she began as she picked up the remote and turned the TV on, "what are we watching? And why are you hogging the blankets? Let them go Carter so I can have some."

* * *

_Well ok! Emma's so funny to me. She thinks she's so cool and collected and yet she blurts out whatever first comes to mind even if it's not how she really feels. I kind of love that about her. It makes her very human._

_This is kind of a sad chapter for me. That part about Ellie and the patient is rather morbid. To love someone when you know they're doomed... my cross between Harriet and Mr. Martin and Denny and Izzy. Except I have no plans to kill John as of yet. I just mean he'll be around for the next few chapters._

_My chapters for this story are getting progressively longer. I fear by the last one I wont be able to fit it all into less than 25 pages. I've had an outline for this story since January and looking at it there's nothing I can cut out but I can think of plenty I'd like to add in. Weird how that works..._

_Well this chapter was sooner than expected. You should be excited about that and also hoping you'll get another at some point because I'm about to fall under a pile of paperwork myself._

_Now... Review if you know what's good for you. Wow that sounded scary and brutish. How about you just review because it will make me overly happy._


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